Duality Development Activities Clause Samples

Duality Development Activities. (a) Where Duality is responsible for conducting Development activities under this Agreement in the Territory, including but not limited to conducting the Planned Trials, and if applicable, [***] (“Duality Development Activities”) , [***]. (b) Any intended delegation of the Duality Development Activities or any part thereof to a subcontractor shall be communicated to Licensee via the JDC in advance and shall be reflected in the Development Plan, already listing the subcontractors that Duality intends to involve. The delegation to a subcontractor requires Licensee’s prior written consent which shall not be unreasonably withheld, conditioned or delayed; provided that Licensee shall be deemed to have given its consent if Licensee’s Project Manager and Licensee’s Alliance Manager, who were informed about the identity of the subcontractor via the JDC, do not respond within [***] Days after both Licensee’s Project Manager’s and Licensee’s Alliance Manager’s receipt of written notice from Duality; provided further that such notice contains sufficient information for Licensee to make an informed decision. (c) Duality shall, upon request by Licensee, (i) keep Licensee copied on the main communications regarding the contract negotiations with the subcontractor and Licensee may decide, at its own discretion, to participate in the contract negotiations with the subcontractor; provided that Duality does not need to reschedule negotiations because of Licensee’s unavailability, and (ii) provide Licensee with a copy of any draft subcontractor agreement proposed to it with respect to the Duality Development Activities (“Third Party Agreements”), including but not limited to agreements with CROs. Such Third Party Agreements shall be in the English language. Any such Third Party Agreement will only be signed after obtaining a written consent of Licensee which shall not be unreasonably withheld, conditioned or delayed; provided that Licensee shall be deemed to have given its consent if Licensee’s Project Manager and Licensee’s Alliance Manager were copied on the main communications regarding the contract negotiations, given the opportunity to participate in the contract negotiation, and regularly updated on the progress of the negotiations (together with the draft Third Party Agreement) and do not respond within [***] Days after both Licensee’s Project Manager’s and Licensee’s Alliance Manager’s receipt of the fully copy of such draft Third Party Agreements and the written not...